Corporate Membership

Welcome to the Alliance Community, the most impactful cyber ecosystem in the world.

The Alliance corporate membership grants your senior security leader and up to 9 additional staff access to our full suite of services and events, along with supporting cyber security development in your market.

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SECURITY ADVISOR ALLIANCE MEMBERSHIP AGREEMENT
This Membership Agreement (“Agreement”) is entered as of the date of affirmation through submission online and accepting the terms and conditions herein (“Effective Date”) between the SECURITY ADVISOR ALLIANCE, a Missouri nonprofit corporation located at 20 S. Sarah Street, St. Louis, M0 63108 (“Alliance”), and the corporation through the agent of the corporation. In the event of individual membership in to the Alliance, the agreement herein is between the Alliance and individual. Whether the agreement is between the Alliance and corporation or individual they are referred to herein as “ Corporate Member” or “Member”. Alliance and Member shall be collectively referred to herein as the “Parties.”
RECITALS
WHEREAS, the Alliance is a nonprofit organization with a mission of solving challenges faced by the cybersecurity industry and providing cybersecurity educational resources.
WHEREAS, the Alliance, in pursuit of its mission, wishes to provide Corporate Memberships.
WHEREAS, Corporate Member desires to be designated as a Corporate Member of the Alliance, and the Alliance desires to grant Corporate Member the rights pursuant to the terms and conditions set forth herein.
WHEREAS, Alliance Corporate Membership will grant a defined number of individual Corporate Memberships for the benefit and participation of the employees or designees of the Corporate Member.
WHEREAS, the Alliance and the Corporate Member will develop Membership Benefits, including access to one or more Events, Programs, Resources, Services, Third-Party Discounts, and Educational Programming, (Collectively and individually referred to as “Membership Benefits”) as described in Exhibit A.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
AGREEMENT
1. MEMBERSHIP. In consideration for the payment described in Section 2 below, the Alliance will develop the benefits set forth on Exhibit A attached hereto.
2. PAYMENT. As consideration for the Membership Benefits set forth on Exhibit A attached hereto, Member will pay Alliance the applicable fees set forth in Section 2 below (“Membership Payment”) within thirty (30) days of receipt of an undisputed invoice for such sum.
3. CORPORATE MEMBER’S OBLIGATIONS.
a. Corporate Member will provide a list of not more than ten (10) individual employees or designees of Corporate Member to be considered to receive the individual Member Benefits of the Alliance Corporate Membership Program.
b. Corporate Member and the individual employees or designees of Corporate Member submitted to receive the individual Membership Benefits must submit applications for Corporate Membership, agree to the terms and conditions and Privacy Policy of Corporate Membership (Collectively referred to as “Terms and Conditions”) (Attached hereto as Exhibit “B”), and be approved for Corporate Membership.
c. Member will provide to the Alliance artwork or other materials or information reasonably requested by Alliance in connection with preparation of the signage, banners, logos, and other advertising. (“Member Materials”)
d. Each party acknowledges the other party’s right, title and interest in and to its logos, trademarks, tradenames and other intellectual property (collectively, “Trademarks”). Neither party will acquire any right, title or interest in the other party’s Trademarks, except to the extent expressly set forth herein. Each party recognizes that the other party’s Trademarks possess substantial goodwill and economic value to the other party and expressly agrees to use the other party’s Trademarks only to the extent permitted in this Agreement. Each party will have the right to use the other party’s Trademarks only in connection with the promotion of membership; provided that any such use shall be of a high standard, appearance and quality, and suited to the protection and enhancement of the other party’s Trademarks and the goodwill inherent therein.
e. Member agrees to be solely responsible for any legal liability arising out the Member Materials as provided by Member. Member represents and warrants that no Member Material will: (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation; (c) be defamatory or trade libelous; or (d) violate any laws regarding unfair competition, antidiscrimination or false advertising.
f. Except for the items and services described herein and identified on Exhibit A hereto, Member is solely responsible for all costs and expenses incurred directly or indirectly by Member arising out of or in connection to Member’s participation and Membership.
4. INDEMNITY. ALLIANCE WILL INDEMNIFY, DEFEND AND HOLD HARMLESS MEMBER AND ITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, EQUITY OWNERS, AND REPRESENTATIVES (“MEMBER INDEMNIFIED
PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DEMANDS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), CAUSES OF ACTION OR THE LIKE INCURRED BY ANY SUCH MEMBER INDEMNIFIED PARTY IN CONNECTION WITH AN ALLIANCE OR THE MEMBERSHIP, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH MEMBER INDEMNIFIED PARTY. MEMBER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS ALLIANCE AND ITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, EQUITY OWNERS, AND REPRESENTATIVES (“ALLIANCE INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DEMANDS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), CAUSES OF ACTION OR THE LIKE INCURRED BY ANY SUCH ALLIANCE INDEMNIFIED PARTY IN CONNECTION WITH AN ALLIANCE EVENT OR THE MEMBERSHIP, AND DIRECTLY CAUSED BY ANY MEMBER INDEMNIFIED PARTY, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH ALLIANCE INDEMNIFIED PARTY.
5. LIMITATION OF LIABILITY.: IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFITS OR OTHER ECONOMIC ADVANTAGE), NO MATTER WHAT THEORY OF LIABILITY, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROVABILITY OF SUCH DAMAGES. FURTHER, LIABILITY FOR SUCH DAMAGE SHALL BE EXCLUDED, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL IN THEIR ESSENTIAL PURPOSE. THE PROVISIONS OF THIS SECTION 5 ALLOCATE THE RISKS UNDER THE AGREEMENT BETWEEN THE PARTIES, AND THEY HAVE RELIED UPON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. IN NO EVENT SHALL THE LIABILITY OF MEMBER UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT DUE AND OWING UNDER THIS AGREEMENT.
6. NONPERFORMANCE BEYOND CONTROL OF PARTIES. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR FAILURE TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT IF THAT FAILURE RESULTS FROM AN EVENT BEYOND THE NON-PERFORMING PARTY’S CONTROL. THE PARTY WHOSE PERFORMANCE IS SO AFFECTED WILL IMMEDIATELY GIVE NOTICE TO THE OTHER PARTY, INCLUDING THE EFFECT OR ANTICIPATED EFFECT OF THAT EVENT ON THE PERFORMANCE OF THAT OBLIGATION, AND WILL USE REASONABLE EFFORTS, INCLUDING THE EXPENDITURE OF REASONABLE SUMS OF MONEY, TO MINIMIZE DISRUPTIONS IN AND RESUME FULL PERFORMANCE OF THAT OBLIGATION AS SOON AS POSSIBLE. ANY OBLIGATION OF MEMBER TO MAKE A PAYMENT UNDER THIS AGREEMENT IN RELATION TO THAT OBLIGATION WILL BE SUSPENDED FOR SO LONG AS ALLIANCE’S PERFORMANCE THEREOF IS DELAYED OR PREVENTED.
7. MISCELLANEOUS.
a. Survival. The following will survive and continue in full force and effect after this Agreement expires or is terminated: Sections 2, 4, 5, 6, and each other provision that by its nature provides for rights, obligations or remedies extending beyond such expiration or termination; and all claims that arose before such expiration or termination.
b. Relationship of Parties. Nothing in this Agreement will create a joint venture or partnership, establish a relationship of principal and agent, employer and employee, or any other similar relationship between the Parties. Neither Party will represent the other Party in any capacity, bind the other to any contract, or create or assume any obligation on behalf of the other.
c. Governing Law. This Agreement will be interpreted under New York law, without reference to its conflicts of law principles. The parties hereto consent to the jurisdiction of the state and federal courts in New York in connection with all actions arising out of this Agreement, and waives any objections that such venue is an inconvenient forum.
d. Waiver. A Party’s delay or failure to enforce any provision of this Agreement will not constitute a waiver. A Party’s waiver of any right granted under this Agree on one occasion will not (a) waive any other right, (b) constitute a continuing waiver, or (c) waive that right on any other occasion.
e. Notices. All notices, requests, and consents under this Agreement shall be in writing and shall be deemed to have been delivered (a) on the date personally delivered; (b) four business days after deposit with a nationally-recognized express courier, properly addressed and fee prepaid or billed to sender; or (c) when sent via facsimile or e-mail, upon receipt of proper confirmation of sending, provided a copy of the notice is concurrently sent by mail.
f. Succession and Amendments. This Agreement will bind and inure to the benefit of each Party and its permitted successors, assigns, and delegates. The Parties may amend this Agreement only by a written instrument signed by an authorized representative of each Party.
g. Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be modified to the extent necessary for it to be enforceable and such a finding will not affect the validity of any other provision, and the rest of this Agreement will remain in full force and effect.
h. Counterparts and Delivery. This Agreement may be executed in counterparts and by facsimile. When properly signed, this Agreement may be delivered by facsimile or electronically.
i. Integration. This Agreement is the entire agreement between the Parties concerning its subject matter and replaces and supersedes all prior or contemporaneous understandings regarding the Agreement as between the Parties.
[Signature Page]
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date above first written.
Member: [corporate member]. Security Advisor Alliance
By: By:
Written name: Written name:
Title: Title:
Date: Date:
Please sign and return to:
Clayton Pummill
Security Advisor Alliance, Executive Director
clayton@securityadvisoralliance.org & info@securityadvisoralliance.org
or mail to:
20 South Sarah Street St. Louis, Mo 63108
Exhibit A Membership Entitlements
I. Access and support from the Alliance’s membership of cross-industry cybersecurity executives and professionals
II. Brand Recognition and all Company Participation in regional (typically in city of Corporate Member headquarters) Cybersecurity Converge Tour
III. Promoted, Recognized, and Listed as Alliance Supporter on Alliance Website and on all promotional materials for regional Alliance Events
IV. Up to 10 Licenses in the Alliance Collaboration Platform
V. Access to the Alliance Membership Directory
a. Level of Access determined by position held by each individual Alliance Corporate Member
VI. Up to 10 Licenses for all Alliance Resources & Thought Leadership Materials
VII. Exclusive Discounts on third-party provided leadership development, security, or professional development programs or resources
VIII. Access for individual members to monthly threat briefing or frontline insights from Alliance F500 Chief Information Security Officers
IX. Two (2) free passes to the Alliance’s Annual Leadership Summit
Exhibit B
Corporate Member Terms & Conditions
I. This Agreement along with the Member Regulations (as defined herein) sets forth the general terms and condition of your membership in the Alliance (the “Membership Terms”). Your membership is contingent upon your acceptance as a Member of the Organization by the Alliance in its sole discretion and your review and acceptance of the terms of this Agreement, and Privacy Policy (as defined herein) and any other related policy posted or provided (collectively the “Policies”). If you do not agree to the Policies including but not limited to this Agreement, you are not permitted to utilize the benefits of Membership.
The terms “we”, “us” or “our” shall refer to the Alliance. The terms “you”, “your”, “user” or “customer” shall refer to any individual or entity who accepts this Agreement or utilizes the benefits of your membership. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits, except as expressly set forth herein.
II. MODIFICATION
The Alliance, in its sole and absolute discretion, may change or modify this Agreement, the Membership Terms, the Product Terms, (as defined herein) or Privacy Policy at any time. If we do change the Agreement we will notify Member via email of the new Agreement and effective date. It is therefore very important that you keep your account information current. The Alliance assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
For the avoidance of doubt, the Alliance reserves the right to modify, change, or discontinue any aspect of membership in the Alliance, excluding the annual price for Membership, which can only be changed upon the execution or express modification by the parties. Further, the Alliance may not, and is prohibited from retroactively changing or altering any policies regarding the sharing or disseminating of Member information.
Your use of any of the benefits of membership in the Alliance, and the Services constitutes your agreement to be bound by the Agreement and the Policies and we encourage you to therefore review them periodically.
III. MEMBERSHIP BENEFITS
The purpose of the Alliance is to provide practicing cybersecurity professionals and our partners with the infrastructure and resources necessary to address the biggest challenges faced by the cybersecurity industry. These resources included access to other practicing security professionals, documents and resources, best practices, tools and training, and the infrastructure and programming necessary to engaged students to educate them on the opportunities and practice of cybersecurity.
To be eligible for membership in the Alliance you must apply for membership in the Alliance and be approved as set forth below and meet all other corporate membership requirements. Cybersecurity professionals accepted for Corporate Membership in the Organization (each referred to as a “ Corporate Member”) are eligible for the then current benefits of the Alliance, which may include but are not necessarily limited to: (i) potential opportunity to network with other Members privately & publicly through membership tools or through networking events or other mentorship opportunities for the purposes of sharing information, experiences or advice (“Networking Opportunities”); (ii) potential to participate in media opportunities including but not limited to writing articles, submitting tips, giving expert interviews and other such media opportunities, which may be relevant for and/or are prepared for the benefit of the Members (“Brand Building”); (iii) access to business resources, third party discounts or other benefits provided to the Members (“Discount Resources”); (iv) the ability to purchase products or services which are provided or sponsored by the Alliance directly or through third parties for the benefit of the Members (the “Services”); and (v) access to resources designed to allow Members to inspire, educate, and teach students about careers in cybersecurity (collectively the “Membership Benefits”).
Depending on the nature of the Membership Benefits, special or additional terms of use, conditions or obligations may apply to Networking Opportunities, Discount Resources, Services or other promotions or activities offered in connection with membership or on the Sites which you must agree in order to purchase or take advantage of such Networking Opportunities, Discount Resources, Services or other promotions or activities (the “Product Terms”). The then current Product Terms will be provided at the time of purchase or access thereof, and will additionally be available upon request by emailing info@securityadvisoralliance.org from the email address associated with your account and listing your username and the name of the Membership Benefit in the subject line. The Product Terms, which you purchase or utilize, shall be incorporated in and made a part of this Agreement. In the event of a conflict between the terms of this Agreement and the Product Terms, the terms of the Product Terms shall control. Your purchase and continued use of any Membership Benefit shall be conditioned upon and an acknowledgement of your acceptance of the then current Product Terms for such Membership Benefit. We therefore encourage you to routinely review the Product Terms, which are subject to change from time to time without notice.
You shall not be entitled to utilize or receive the Membership Benefits unless you are approved for membership as set forth in herein, and are current in your Annual Membership Fee (as defined herein).
A. Networking Opportunities:
While Members are encouraged to utilizing the Networking Opportunities, each Member is expected to do so in a professional, courteous manner, which respects the other Members time, privacy and wishes. Each Member is expected to comply with the Member Code of Conduct (defined herein), and shall not (a) send a generic/blanket message to other Members or otherwise contact all or substantially all of the Members of the Organization or act in any other manner which could be construed as a solicitation or spam; (b) directly solicit the sale of products, services, investment, employment or other opportunities to other Members; and (c) ignore any other Member’s privacy settings or contact (or non-contact) requests or otherwise engage in any conduct which may be deemed by the Alliance or other Members as harassing. You acknowledge and agree that the Alliance is not guaranteeing any opportunity to meet or connect with any other Member or resource and that any connection with another Member shall be solely determined by the other Member in their sole and absolute discretion.
B. Brand Building:
You acknowledge and agree that the Brand Building Membership Benefit is only an opportunity to potentially participate or submit materials relating to a media opportunity and that your membership shall not guarantee your acceptance or participation in any minimum number or any Brand Building opportunity. The determination of whether you shall be involved with or your submission shall be published and/or utilized relating to a Brand Building opportunity shall be determined in the sole discretion of the third party who controls such opportunity, or the Alliance, as the case may be, in their sole discretion. You further acknowledge and agree that certain Brand Building opportunities may be open or available for only a limited number or certain Members who meet specific criteria and may not be available to all Members. Any applicable deadlines or terms or requirements relating to any Brand Building opportunity shall additionally be determined in the sole discretion of the third party who controls such opportunity or the Alliance as applicable.
Unless expressly agreed to by Member participating in a specific Member Benefit, the Alliance will not publish, or make public or known your participation in the Alliance or the Member Benefit without your express written consent.
C. Discount Resources:
Discount Resources are being offered by third parties for the benefit of the Members. You acknowledge and agree that such Discount Resources are being offered on third party products or services and being sold by such third party. Each Discount Resource may have separate eligibility requirements or other terms and conditions for use by any Member. The Alliance no representations or warranties regarding the Discount Resources or the availability for any Member. While the Alliance may receive a financial or other benefit from such third-party provider for permitting the offering to its Members, it is acknowledged and agreed that the Alliance shall have no liability or responsibility relating to the management or redemption of such discounts or offerings nor the products and/or services purchased or obtained in connection thereto.
D. Services:
While some Services are provided by the Alliance personnel or Members directly, the Alliance additionally engages third parties to provide certain Services for the benefit of the Alliance’s Members, (“Alliance Partners”), which such Services shall unless otherwise stated in the Product Terms be provided and billed exclusively through dedicated URL, email address or other communication tools owned, and controlled by the Alliance and branded with the brand as “The Alliance” (the “Alliance System”). Alliance Partners are restricted from providing the Services to or communicating with Members through any communication tools other than the Alliance Systems without Alliance’s express approval. Unless we advise you otherwise, in the event any Alliance Partners contact or attempt to provide any of the Services to you through communications systems other than the Alliance Systems, you should immediately contact the Alliance at info@thesecurityadvisoralliance.org. Alliance does not authorize and specifically disclaims all liability in connection with any products or services provided by an Alliance Partner.
From time to time, the Alliance may offer new Services or new features in a pre-release version or limited preview basis (“Trial Releases”). If you elect to utilize or participate in the Trial Releases, then your use is subject to the following terms and conditions: (a) you acknowledge and agree that the New Releases are provided “as-is” and may not work without error; (b) such Trial Releases which when commercially released may change substantially and at any time; (c) we may limit the number of participants in the Trial Releases and/or the customer service or support time dedicated to support the Trial Releases; and (d) you may be required to provide feedback regarding your use and experience with the Trial Releases to be incorporated into such Services when released and (e) you acknowledge and agree that all information regarding your use of the Trial Releases, including your experience with and opinions in relation thereto shall be treated by you as confidential, and may not be used for any purpose other than providing feedback to Alliance. To the fullest extent permitted by law, the Alliance disclaims any and all warranties, statutory, express or implied, with respect to the Trial Releases including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non- infringement.
IV. MEMBERSHIP ELIGIBILITY
The Membership Benefits are available only to Members who possess the legal right, capacity and ability to enter into this Agreement. By using Membership Benefits, you represent and warrant that you are (a) a Member of the Alliance or an authorized representative of an organization which is a Member; (b) at least eighteen (18) years of age; (c) otherwise recognized as being able to form legally binding contracts under applicable law; and (d) are not a person barred from purchasing or receiving any of the Membership Benefits found under the laws of the United States.
If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “customer” shall refer to such corporate entity. In the event an Alliance Corporate Member ceases employment at the firm agreeing to Alliance Corporate Membership, or undergoes a change to a position that would prevent admission to Alliance Corporate Membership, they must notify the Alliance of said change. At the time of such notice, or at the time the Alliance is notified by the agreeing company or otherwise learns of the change in the Member’s employment status, all access and rights to Alliance Membership may be suspended and either, transitioned to a different employee of the contracting company, allowed to continue with the current member, terminated at the contracting companies’ request, or allowed to continue until the contractual term of the membership.
A. Application for Membership
To be eligible for Alliance Corporate Membership, an individual must be a cybersecurity professional, educator, and/or participant that is NOT in a business development role to provide products or services to cybersecurity teams or professionals. All members must be approved for membership by the Alliance in its sole discretion. To qualify as a Corporate Member of the Alliance, you must (a) be at least eighteen (18) years of age; (b) submit an application for membership (the “Application”); (c) agree to submit to any background checks as requested by the Alliance; and (d) have such other qualifications for membership in the Organization as set forth in the Member Regulations as required by the Alliance in its sole discretion. In submitting your Application and continued use of the Membership Benefits, you represent and warrant that you fit the eligibility requirements for membership and that all information included in your Application including but not limited to personal and/or professional information is accurate, current and complete. For the avoidance of doubt, the Alliance is under no obligation to approve any Application or otherwise to explain or disclose the reasoning behind any membership decisions to any applicant or other third party. Upon receipt of your Application, the Alliance shall review, conduct due diligence and make a determination within thirty days (30) upon submission of the Application. The Alliance shall provide you with approval or rejection by email to the address set forth in your Application as soon as practical (“Application Announcement”).
In the event you are approved as a Member of the Organization, you shall have ten (10) days to pay the then current annual fee for membership (the “Annual Membership Fee”) as set forth in the email approving your Application.
V. MEMBER TERM AND TERMINATION
A membership shall be effective upon the acceptance by the Alliance of your Application as set forth above and payment of the Annual Membership Fee. The Membership Term shall continue for an initial term of one (1) year (“Initial Membership Term”). Upon the expiration of the Initial Membership Term, the membership shall automatically renew for consecutive one (1) year terms(s) (each a “Renewal Term”) unless terminated by the Alliance as set forth herein or by Member at any time prior to ten (10) days after such automatic renewal. The Alliance retains the right to immediately terminate your membership in the event you (a) violate the Membership Terms or any of the Policies, including but not limited to the Member Code of Conduct (as defined herein) and the Member Regulations as determined in the Alliance’s sole discretion; (b) send a generic/blanket message to other Members or otherwise contact all or substantially all of the Members of the Organization; (c) directly solicit the sale of products, services, investment, employment or other opportunities to other Members; (d) ignore any other Member’s privacy settings or contact (or non-contact) requests or otherwise engage in any conduct which may be deemed by the Alliance or other Member as harassing or unwanted; (e) reproduce confidential Member communications without the express written permission of the other Member; (f) are the subject of complaints by a Member and; or (f) misrepresent or include false information in your Application. In the event your membership is terminated prior to the expiration of the Initial Term or any Renewal Term as provided herein, it is expressly acknowledged and agreed that you shall not be entitled to a refund of any portion of your Annual Membership Fee.
VI. ACCOUNT INFORMATION
To access the Membership Benefits after approval, Members will be required to create a profile or account, which shall include but not be limited to their username, password, contact information (including mailing and/or email address), a survey identifying your interests and areas of expertise, as well as payment information (“Account Information”). You represent and warrant to the Alliance that all information you submit when you create your profile or account is current, accurate, complete, and that you will keep your Account Information accurate, current and complete. If the Alliance has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, the Alliance reserves the right, in its sole and absolute discretion, to suspend or terminate your membership. You are solely responsible for the activity that occurs relating to your account, whether authorized by you or not, and you must keep your Account Information secure, including without limitation your user name and password. You must notify the Alliance immediately of any breach of security or unauthorized use of your Account by emailing info@securityadvisoralliance.org. The Alliance will not be liable for any loss you incur due to any unauthorized or improper use of your Account Information by you or third parties.
Your submission of personal information is governed by the Alliance’s privacy policy.
VII. AVAILABILITY OF SITES
Except as otherwise set forth in the Policies, we shall use commercially reasonable efforts to provide access to the Corporate Membership benefits. You acknowledge and agree that from time to time the benefits may be inaccessible or inoperable for any reasons within or outside of our control including, but not limited to, maintenance, repairs, updates, upgrades, equipment malfunctions or other reasons that are not reasonably foreseeable such as interruption or failure of telecommunication or digital transmission links, network congestion or other failures. You acknowledge and agree that the Membership Benefits may not be available 100% of the time. You acknowledge and agree, that except as expressly set forth in writing in the Product Terms for a particular Membership Benefit, you shall not be entitled to any refund, credits or set-offs of or against your Annual Membership Fee or other fees incurred in connection herein for any interruption of the Sites or lack of availability of any Membership Benefits whether due to unavailability, termination of your Membership or otherwise.
VIII. PRICING AND AVAILABILITY
With respect to its advertising, offering or sale of any of the Membership Benefits including but not limited to the Services or Discount Resources, The Alliance attempts to describe such Membership Benefits as accurately as possible. Nevertheless, the Alliance does not warrant that any at any time, the descriptions, pricing, availability, or other information relating to the advertising, offering, or sale of the Membership Benefits, or marketing materials, promotional flyers, advertisements, or other printed or electronic materials related thereto (collectively, “Benefits Materials”) is accurate, complete, reliable, current, or error-free. Despite our commercially reasonable efforts, it is possible that Benefits Materials may be mispriced, described inaccurately, unavailable depending on the jurisdiction or if offered by or through any third parties or the Alliance Partners unavailable at such time. In the event the Alliance determines that any Membership Benefit is mispriced, described inaccurately, or unavailable, the Alliance reserves the right to take any action it deems reasonable and necessary to rectify the error, including without limitation, canceling your purchase or other use of the Membership Benefit and refunding a pro-rata portion of the amounts paid for such Membership Benefit. Notwithstanding anything else contained herein, in no event shall the Alliance be required, or a User be entitled to a refund of any portion of the Annual Membership Fee regardless of whether or not any Benefits Materials were mispriced, described inaccurately or unavailable for any reason.
IX. MARKETING MATERIALS AND PROMOTIONAL SERVICES
From time to time, the Alliance may send marketing materials and/or offer additional Membership Benefits to you at no cost or at an additional fee (“Promotional Services”). You hereby agree that the Alliance may send you such marketing and promotional materials via electronic transmission, e- mail, mail, or otherwise, provided, that you may unsubscribe to such materials at any time by notifying the Alliance pursuant to the Privacy Policy or by emailing info@securityadvisoralliance.org. You understand and agree that the Alliance may modify the scope of the Promotional Services it offers at any time without additional notice to you. You further understand and agree that the Alliance may offer Promotional Services only to new Members or select Members based on specific criteria determined by the Alliance in its sole discretion and that you may not be eligible for some or all the Promotional Service offerings. If you are offered promotional or special pricing by the Alliance on any of the Membership Benefits, including but not limited to the Services, you agree to keep the pricing information strictly confidential and shall not disclose such information to any third party without the express written consent of the Alliance.
X. MEMBER CODE OF CONDUCT
You acknowledge and agree that your membership in the Organization as well as your use of the Membership Benefits and the Sites are subject to and must comply with this Agreement as well as the Polices (“Member Code of Conduct”) and you specifically agree that your actions as a Member, and use of Membership Benefits: (a) will comply with all terms of this Agreement and the Policies; (b) will comply with all applicable local, state, and federal laws, rules and regulations; (c) will not be utilized for any illegal purposes or promotion or encouragement of any illegal activity including but not limited to any acts of terrorism, violence against people or property; (d) will not be used for any libelous, defamatory, unlawful, illegal, pornographic, indecent, offensive, obscene, bigoted, hateful or discriminatory purposes; (e) will not infringe the intellectual property or other right of any person or entity or otherwise violate any privacy or publicity rights or impersonate any other person; (f) will not be in a manner which infringes any duty of confidentiality that you owe to another person or entity; (g) will not be used for anti-social, disruptive, or illegal purposes including but not limited to “spamming”, “trolling”, “flooding”, “bullying” or otherwise to harvest (or permit anyone else to harvest) any content or any non-public or personally identifiable information about another user or entity; (h) will not include any general or open solicitations of other Members for any purposes including but not limited to sale of products or services or seeking employment, investment or other business opportunity; (i) will not interfere with the operation of the Membership Benefits or otherwise introduce any viruses, worms, bugs “Trojan Horses” or other codes or programs designed to, or capable of disrupting, damaging or limiting the functionality of any software or hardware; (j) will not be used for the purposes of producing false, deceptive or unsubstantiated or comparative claims about the Sites or Membership Benefits; (k) will not be used with the intention to or be reasonably expected to harass, demean or negatively affect the personal or professional reputation of any other Member; or (l) will at all times reflect positively on the Organization and you will not take any action which will in the Alliance’s sole opinion reflect negatively on the Organization.
Further, you represent and warrant that (a) you are liable for any and all uses of the Membership Benefits utilizing your Account Information; (b) You will not copy or distribute in any medium, including but not limited to the Alliance’s Content (as defined below) except where expressly authorized by the Alliance; (c) You will not re-sell or provide any part or portion of the Membership Benefits to third parties for a fee or otherwise to compete with the Alliance; and (d) You agree not to circumvent, disable or otherwise interfere with the security-related features of any of the Alliance’s sites, including without limitation those features that prevent or restrict use or copying of any content or enforce limitations on the use of the Member Benefits.
The Alliance does not guarantee that other Members are or will be complying with the Member Code of Conduct or any other portion of the Policies, and your use of the Membership Benefits are at your own risk. Should you have a good faith belief that any Member is engaged in any activity, which violates the Member Code of Conduct, we encourage you to notify us at info@seucrityadvisoralliance.org.
You acknowledge and agree that the Alliance may terminate your membership in the Organization at any time in the event that the Alliance believes in its sole discretion that you have violated the Member Code of Conduct. In the event that your membership is terminated by the Alliance based on your breach of the Member Code of Conduct, the Policies or any misrepresentations in connection with your Application, you acknowledge and agree that you shall not be entitled to a refund of any Annual Membership Fee or other fee paid to the Alliance or in connection with the Membership Benefits.
XI. USE OF THE ALLIANCE CONTENT AND MEMBER CONTENT
A. Member Content. Some of the features of Membership Benefits may allow users to submit, post, publish, share, store, or manage certain text, stories, artwork, images, photographs, videos, messages, ideas, concepts, opinions, musical compositions, audio-visual works or other materials (“Member Content”). Any and all materials or content submitted through your account or using your Account Information shall for the avoidance of doubt be considered Member Content. By posting or publishing Member or otherwise making such Member Content publicly available in connection with the Membership Benefits, you represent and warrant to the Alliance that (a) submission of Member Content is entirely voluntary; (b) you have all necessary rights to distribute Member Content or otherwise as publicly published, either because you are the author of the Member Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the Member Content; (c) the Member Content does not violate the rights of any third party; and (d) the posting or publishing of the Member Content shall not violate the Member Code of Conduct as provided in herein. For the purposes of this Section, any communications between you and another Member using the Sites or the Alliance Systems shall be deemed to be Member Content and shall not be reproduced, republished or otherwise utilized by you in contravention to this Section or the Member Code of Conduct.
Further, you acknowledge and agree that you submit, post, or publish Member Content at your own risk, and that you shall be solely responsible for any liability related thereto and further that the Alliance reserves the right in its sole discretion to refuse to post, publish, remove, modify or otherwise is hereby permitted to copy, publish, distribute, or otherwise exploit the Member Content in any medium or any manner in its sole discretion.
You acknowledge and agree that any Member Content shall not be made in confidence or with obligation to review or provide any consideration or compensation. You acknowledge and agree that the Alliance is constantly developing products, programs or services and that the development and exploitation thereof shall not entitle you to any compensation of any sort, regardless of the similarity to any Unsolicited Materials.
By posting or publishing Member Content, you hereby grant the Alliance a perpetual worldwide, non-exclusive, royalty-free, sub licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your Member Content in connection as the Alliance determines in its sole discretion in any medium or manner without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. The above licenses granted by you in your Member Content are perpetual and irrevocable and shall continue whether you are still a Member of the Organization. Notwithstanding anything to the contrary contained herein, the Alliance shall not use any Member Content that has been explicitly marked or designed in writing as “private” or “password protected”. Further, notwithstanding anything to the contrary, the Alliance will not share or publish any submitted materials to non- Alliance Corporate Members. Notwithstanding anything herein to the contrary, the Alliance shall not share or attribute any positions, opinions, thoughts, or materials on your behalf.
B. The Alliance Content. Except for Member Content, the content in connection with the Membership Benefits, including without limitation text, stories, artwork, images, photographs, videos, messages, ideas, concepts, opinions, musical compositions, audio-visual works interactive features and the trademarks, service marks and logos contained therein (“The Alliance Content”), are owned by or licensed to the Alliance, and are subject to copyright, trademark, and/or patent protection in the United States, and other intellectual property rights under United States laws. The Alliance Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of the Alliance. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. The Alliance reserves all rights not expressly granted in and to the Alliance Content, and your membership in the Organization and this Agreement do not transfer ownership of any of these rights.
XII. MONITORING OF CONTENT
The Alliance generally does not pre-screen Member Content. However, the Alliance reserves the right (but undertakes no duty) to do so and decide whether any item of Member Content is appropriate and/or complies with this Agreement or the Policies. The Alliance may with or without notice, in its sole discretion remove any item of Member Content and/or terminate a Member’s membership in the Organization for posting or publishing any material in violation of this Agreement or the Policies. The Alliance may also terminate a Member’s membership in the Organization if the Alliance has reason to believe the Member is a repeat offender. If the Alliance terminates your membership or Membership Benefits, the Alliance may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers and you shall in no event be permitted or entitled to a refund of any portion of your Annual Membership Fee or other fee paid relating to any Membership Benefit unless otherwise expressly set forth in the Product Terms.
XIII. ADDITIONAL RESERVATION OF RIGHTS
The Alliance expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access of any account or Membership Benefits for any reason as determined by the Alliance in its sole and absolute discretion, including but not limited to the following: (a) to correct mistakes made by the Alliance in offering or delivering any Membership Benefits, (b) to assist with our fraud and abuse detection and prevention efforts, (c) to comply with court orders against you or other Members and applicable local, state, and federal laws, rules and regulations, (d) to comply with requests of law enforcement, including subpoena requests, (e) to comply with any dispute resolution process, (e) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (f) to avoid any civil or criminal liability on the part of the Alliance, its officers, directors, employees, Alliance Partners, as well as Alliance’s affiliates, including, but not limited to, instances where you have sued or threatened to sue the Alliance; or (g) if the Alliance has reason to believe that any account is being used or intended to be used for a reason which would violate the Member Code of Conduct. The Alliance expressly reserves the right to terminate, without notice to you, any and all Membership Benefits or your membership in the Organization where, in the Alliance’s sole discretion, you are harassing or threatening the Alliance and/or any of the Alliance’s employees or other Members or otherwise violating any terms of this Agreement without refund of any portion of your Annual Membership Fee.
XIV. TRADEMARK AND/OR COPYRIGHT CLAIMS
The Alliance supports the protection of intellectual property. In the event you have a good faith belief that your work has been copied or that any other’s Member Content, The Alliance’s or the Membership Benefits infringe your intellectual property rights, including trademarks and copyrights, please provide notice and relevant information to info@securityadvisoralliance.org.
Identification and description of the infringing material or activity along with information sufficient to identify the location on the Sites of such material or activity; Identification and description of the trademark or copyrighted work that you claim has been infringed; Your name, address, telephone number and email address; A statement by you that you have a good faith belief that the such use in the manner complained of is not authorized by the trademark/copyright owner, its agent or the law; A statement made by you, under the penalty of perjury that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the owner of the exclusive right which is being infringed; An electronic or physical signature of the person authorized to act on behalf of the owner of the trademark/copyright.
The Alliance may give you notice that it has removed or disabled access to certain material by means of a general notice on the Sites, electronic mail to a user’s e-mail address in our records, or by written communication sent by first-class mail to your physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the Alliance’s designated agent within the time period prescribed therein that includes the following:
An identification of the Member Content or material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; A statement from you under the penalty of perjury, that you are the trademark or copyright owner, licensee or otherwise have a good faith belief that the Member Content or material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; Your name, address, telephone number and email address;
A statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district, and that you will accept service of process at the address above from the person who provided notification of allegedly infringing material or an agent of such person. Your electronic or physical signature. It is our policy to terminate relationships with third parties who repeatedly infringe the intellectual property rights of others.
XV. LINKS TO THIRD-PARTY WEBSITES
The Sites and the Membership Benefits may contain links to third-party websites that are not owned or controlled by the Alliance. The Alliance assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, the Alliance does not censor or edit the content of any third-party websites. By using Membership Benefits, you expressly release the Alliance from any and all liability arising from your use of any third- party website.
XVI. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR MEMBERSHIP IN THE ORGANIZATION, USE OF THE SITES AND THE MEMBERSHIP BENEFITS SHALL BE AT YOUR OWN RISK AND THAT THE SITES AND THE MEMBERSHIP BENEFITS FOUND AT THE SITES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. The Alliance, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTIES INCLUDING THE ALLIANCE PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ALLIANCE, ITS OFFICERS, DIRECTORS, EMPLOYEES, THE ALLIANCE PARTNERS AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (A) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SITES; OR (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THE SITES OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, AND THE ALLIANCE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY THE ALLIANCE, ITS OFFICERS, DIRECTORS, EMPLOYEES, ALLIANCE PARTNERS OR AGENTS EXCEPT AS ARE SPECIFICALLY SET FORTH IN THE POLICIES.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR MEMBERSHIP OR THE MEMBERSHIP BENEFITS.
XVII. LIMITATION OF LIABILITY
IN NO EVENT SHALL THE ALLIANCE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL ALLIANCE PARTNERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (A) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SITES, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, (C) THE MEMBERSHIP BENEFITS FOUND AT THE SITES OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, (D) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (E) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (F) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (G) ANY INTERRUPTION OR CESSATION OF MEMBERSHIP BENEFITS, (H) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, (I) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, (J) TERMINATION OF YOUR MEMBERSHIP BASED ON A VIOLATION OF THIS AGREEMENT OR THE POLICIES AS DETERMINED BY THE ALLIANCE IN ITS SOLE AND ABSOLUTE DISCRETION, AND/OR (K) ) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THE MEMBERSHIP BENEFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE ALLIANCE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR MEMBERSHIP IN THE ORGANIZATION, OR THE MEMBERSHIP BENEFITS MUST BE COMMENCED WITHIN THREE (3) YEARS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL ALLIANCE’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE MEMBERSHIP BENEFIT THAT ARE THE SUBJECT OF THE CAUSE OF ACTION OR IF NOT APPLICABLE, THE ANNUAL MEMBERSHIP FEES PAID TO THE ALLIANCE BY YOU.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF ANY OF THE MEMBERSHIP BENEFITS.
XVIII. INDEMNITY
You agree to protect, defend, indemnify and hold the ALLIANCE and its parents, subsidiaries, affiliates, related companies and their officers, directors, members, managers, employees, agents, successors and assigns, as well as the ALLIANCE Partners (collectively the “ALLIANCE Parties”) harmless from and against any and all third party claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable outside attorneys’ fees) imposed upon or incurred by the ALLIANCE Parties directly or indirectly arising from (a) your use of and access to the Membership Benefits; (b) your violation of any provision of this Agreement or the Policies; and/or (c) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this Section shall survive any termination or expiration of this Agreement or your use of the Membership Benefits.
XIX. FEES AND PAYMENTS — GENERAL TERMS, INCLUDING AUTOMATIC RENEWAL TERMS
You agree to pay the Annual Membership Fee for each year in which you are Member as set forth in Section 4 above. Additionally, you agree to pay any and all prices and fees due for Membership Benefits purchased or obtained by you. Monthly, Quarterly, and other such payment plan options may be made available to members at the discretion of an authorized representative of the Alliance. All payment plan options represent the same annual commitment and can only be terminated by paying fifty (50) percent of the remaining amount due by the member. In the event your membership is terminated other than at the conclusion of an Initial Membership Term or any Renewal Term as provided for in this Agreement, you shall not be entitled and shall not receive a refund of any portion of your Annual Membership Fee. You further acknowledge and agree that the Annual Membership Fee associated with your membership does not guarantee any benefits or results in connection with your membership and you shall not be entitled to a refund of your Membership Fee on the belief that your membership was unsatisfactory or did not live up to your expectations. All other prices and fees are non-refundable unless otherwise expressly noted in the refund policy of any Product Terms, even if your Services are suspended, terminated, or transferred prior to the end of the Services term. The Alliance expressly reserves the right to change or modify its Annual Membership Fee for the next yearly term and other prices and fees at any time upon thirty (30) days’ notice, which such changes or modifications shall be posted online or as otherwise permitted in the Product Terms and effective without need for further notice to you. If you have purchased or obtained Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below, provided that if your purchase of Services is not for a set term, the modification shall be effective no less than thirty (30) days after posting of the modification.
Except as otherwise set forth in any Product Terms, or otherwise agreed, you shall provide a valid credit card to be stored on file to pay the Annual Membership Fee and for any other fee or charge in connection with the Membership Benefits which you choose to purchase or exercise (“Payment Method”). You hereby authorize The Alliance to charge your Payment Method for the Annual Membership Fee when due, upon the commencement of the Initial Membership Term or any Renewal Term as well as for the purchase/exercise or any renewal thereof of any Membership Benefits including but not limited to the Services purchased. You acknowledge and agree that where refunds are issued to your Payment Method, The Alliance’s issuance of a refund receipt is only confirmation that Alliance has submitted your refund to the Payment Method charged at the time of the original sale, and that Alliance has absolutely no control over when the refund will be applied towards your Payment Method’s available balance. You further acknowledge and agree that the payment provider and/or individual issuing bank associated with your Payment Method establish and regulate the time frames for posting your refund, and that such refund posting time frames may range from five (5) business days to a full billing cycle, or longer.
If for any reason ALLIANCE is unable to charge your Payment Method for the full amount owed or if ALLIANCE receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that ALLIANCE may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation of your Membership or any Membership Benefit in connection thereto, without notice to you.
In the event of suspected fraudulent activity or erroneous charges on or relating to your account or Payment Method, you agree to contact ALLIANCE as soon as possible at info@securityadvisoralliance.org.
XX. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
XXI. NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
XXII. U.S. EXPORT LAWS
The Membership Benefits are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users shall not use the Membership Benefits to collect, store or transmit any technical information or data that is controlled under U.S. Export Laws. Users shall not export or re-export, or allow the export or re-export of, any portion of Membership Benefits in violation of any U.S. Export Laws. None of the Services may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) any country with which the United States has embargoed trade; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List, or any other denied parties lists under U.S. Export Laws. By your Application and use of the Member Benefits you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). You are not permitted to access the Member Benefits or utilize the Membership Benefits from other countries or jurisdictions, and if you do so, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, you shall not access the Sites or Membership Benefits. The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Sites or the Services.
XXIII. COMPLIANCE WITH LOCAL LAWS
The ALLIANCE makes no representation or warranty that any of the Membership Benefits are appropriate in every country or jurisdiction, and access to the Membership Benefits from countries or jurisdictions where its content is illegal is prohibited. Members who choose to access the Membership Benefits are responsible for compliance with all local laws, rules and regulations and the ALLIANCE shall not be liable in any way in the event any Membership Benefits or the Sites are not permitted in any jurisdiction.
XXIV. MINOR USE OF THE SITES
Membership is not directed to children under the age of 13, and we will not knowingly collect personally identifiable information from children under 13. Further, you must be 18 years or older to apply for membership or take advantage of the Membership Benefits. By applying for membership or utilizing the Membership Benefits, you represent and warrant that you are 13 years or older and authorized to enter into the transaction contemplated herein. You agree to abide by any such restrictions and not help anyone avoid such restrictions. We strongly recommend that parents participate in their children’s exploration of the internet and any online services and use their browser’s parental controls to limit the areas of the internet to which their children have access.
XXV. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the federal law of the United States and the state law of New York, whichever is applicable, without regard to conflict of laws principles. You agree that except for an action for emergency injunctive relief, any claim or dispute relating to or arising out of this Agreement shall be fully and finally decided by binding arbitration before the American Arbitration Association before a single arbitrator, pursuant to the rules of the American Arbitration Association. You acknowledge and agree that the sole location for arbitration shall be in the State, City and County of New York. In the event of any action for emergency injunctive relief by the ALLIANCE or any other claim which is not required to be brought in arbitration, you hereby consent to the sole and exclusive jurisdiction and venue of the state or federal courts located in the State, City and County of NEW YORK and waive all defenses of lack of personal jurisdiction and forum non conveniens thereto. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.
XXVI. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
XXVII. CONTACT INFORMATION
If you have any questions regarding this Agreement, your membership, the Policies, the Services, payments and refunds, our privacy policy, opt-out issues, intellectual property (copyright/trademark) infringement, or any other questions, please feel free to contact us at info@securityadvisoralliance.org or by mail to 20 S. Sarah St. St. Louis, Mo 63108.
XXVIII. SECURITY ADVISOR ALLIANCE PRIVACY POLICY
A. This Privacy Policy explains how the ALLIANCE may collect, use, share, and safeguard information on, www.securityadvisoralliance.org, mobile websites, microsites, mobile applications, the ALLIANCE profiles on the ALLIANCE social media sites and any other digital services and platforms officially operated or used by the ALLIANCE from time to time (the “Sites” or “Services”). In certain Sites operated overseas, the Privacy Policy displayed on those Sites, not this Privacy Policy, will govern the collection, use, and sharing of information.
B. Changes to the Privacy Policy. As the ALLIANCE, its membership, products and services change from time to time, this Privacy Policy is expected to change as well. We reserve the right to amend the Privacy Policy at any time, for any reason. The date of the last revision to the Privacy Policy will be indicated by the "Last Updated" date at the bottom of this page.
C. Information We Collect
1. Personally Identifiable Information: We may collect information (whether online, by phone, or by paper) that identifies you (“Personally Identifiable Information”) when you: provide such information on our Sites, apply or register for the ALLIANCE events, or otherwise interact with the ALLIANCE, including, but not limited to, applying for membership, registering for an the ALLIANCE event or program, or purchasing the ALLIANCE products or services. The types of Personally Identifiable Information collected may include your name, address, phone number, birth date, billing and delivery information, Email address, information about your profession or skills, credit card, or other financial account information.
2. Non-Personal Data: As you interact with our Sites, we may also collect information about your browsing history or certain other information that is not Personally Identifiable Information through your use of and visits to the Sites and our use of a variety of technologies, including, but not limited to, cookies, tags, beacons, Internet Protocol (IP) address, and other tools. "Cookies" are pieces of code/text placed on your computer when you browse our Sites. Cookies will not be placed by us or third-party advertisers. “Tags” and web beacons refer to code scripts that are primarily used to track visitors’ activities on our Sites by web analytics software. The types of non-personal data collected on our Sites through the use of these, and other tools as the ALLIANCE may add from time to time, may include: the search terms you used, new or returning user, browser information, computer type, operating system, internet service providers, website usage, referring/exit pages, platform type, date/time stamp, number of clicks, ads viewed, etc.
D. How We Use and Share Personally Identifiable Information
Once collected, we may use your Personally Identifiable Information in a variety of ways including, but not limited to:
• Provide service communications such as bill reminders, order confirmations, program registrations, and customer service messages
• Respond to your emails or online requests for products, services, or information
• Deliver and process surveys
• Personalize and improve the usability of the Sites
• Fulfill and/or deliver the ALLIANCE products and services
• Publish membership directories and registration lists as described below
• Sharing with certain other companies to offer you products and services that may be of interest to you as described below
• Share with third parties as required by law or to protect the ALLIANCE as described below
• Share your email address as permitted under the ALLIANCE Email Policy as described below
Publication of Your Personally Identifiable Information for Membership Directories and Registration Lists. To allow other Members to find you, the Personally Identifiable Information we receive may be published on the Sites and other print or digital media, in a variety of ways, including, but not limited to, directories, membership lists, and other types of registration lists for the ALLIANCE programs and events (“Directory Lists”). Directory Lists will not include sensitive information, such as credit card or bank information, or social security numbers. Users may request their information be suppressed from Directory List by contacting info@securityadvisoralliance.org.
Sharing Your Personally Identifiable Information to Fulfill Service Requests and Perform Business Functions. When fulfilling service requests initiated by you, we may share your Personally Identifiable Information with certain third parties to fulfill the requests. We may also share such information with service providers that perform business functions for us. In such cases, the ALLIANCE may share your Personally Identifiable Information.
Sharing Your Personally Identifiable Information When Legally Necessary or to Protect the ALLIANCE’s Interests. The ALLIANCE may disclose your Personally Identifiable Information if required to do so by law or in the good-faith belief that such action is necessary to: (a) conform to legal requirements or comply with legal process served on the ALLIANCE; (b) protect and defend the rights or property of the ALLIANCE; or (c) protect the personal safety of the ALLIANCE personnel or members of the public in appropriate circumstances. In addition, if the ALLIANCE and/or its assets (or a portion of its assets) are sold, assigned, transferred, or merged, or if the ALLIANCE undergoes some other change including a change to its corporate form as part of a bankruptcy proceeding or otherwise, information may be transferred as part of that transaction or change.
Sharing Your Email Address Pursuant to the ALLIANCE Policy. Your e-mail address will only be used by the ALLIANCE and its entities. We do not sell or rent e-mail addresses to anyone outside the ALLIANCE. The ALLIANCE will also not share e-mail addresses to unrelated third-parties, affiliates, or the ALLIANCE members. Please understand, however, that your Email address may be visible to other members, and the sponsors of the ALLIANCE events (as expressly agreed at registration of said events), The ALLIANCE may also share your Email address with third parties to enable the ALLIANCE to take security measures to help protect against unauthorized access to or unauthorized alteration, disclosure, or destruction of data. Finally, the ALLIANCE may share Email addresses with third parties as necessary for the ALLIANCE to perform certain services on our behalf, such as packaging, mailing and delivering products and processing event registrations and to respond to your service requests.
E. How to Manage the Sharing of Your Personally Identifiable Information
You can manage your profile and e-mail preferences, including opting out of e-mail either directly from the Alliance’s individual correspondence or by contacting info@securityadvisoralliance.org. For California residents, please consult the “Your California Privacy Rights” for additional considerations.
F. How We May Use and Share Non-Personal Data
Through the use of various technological tools, we may collect Non-Personal Data to improve the usability of our Sites/Services and for other business reasons. We may not share the Non-Personal Data we collect with third parties or permit third parties to place tools like cookies, tags and web beacons, to collect additional Non-Personal Data when you browse our Sites. We do not share Personally Identifiable Information with third parties.
G. How You Can Manage the Collection of Non-Personal Data
Third party advertising companies may collect data about your visit to our Sites and others to provide you more relevant advertising here and elsewhere on the Internet. This type of advertising is known as Online Behavioral Advertising. You can stop this collection and use of data for these purposes by companies participating in the Digital Advertising Alliance (“DAA”) by visiting the “Opt Out From Online Behavioral Advertising” website. By opting out, the ads you see may be less relevant, and you may still continue to see other non-targeted advertisements on our Sites and elsewhere.
H. California Privacy Rights
In addition to the rights as explained in this Privacy Policy, under California’s "Shine the Light" law, California residents who provide personal information (as defined in the statute) in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, once a calendar year, information about the personal information we shared, if any, with other businesses for marketing uses. If applicable, this information would include the categories of personal information and the names and addresses of those businesses with which we shared such personal information for the immediately prior calendar year. To obtain this information please write to us at: Security Advisor Alliance, 20. South Sarah St. St. Louis, MO 63108. Attn: THE ALLIANCE List Sales -- California Privacy Law. Please include your full name and address and THE ALLIANCE Member Number, if applicable.
I. Canada Anti-Spam Law (CASL)
The ALLIANCE complies with CASL. Non-ALLIANCE Members or Associates who have provided us a Canadian mailing address will not receive unauthorized Commercial Electronic Messages (CEMs as defined under CASL) unless these individuals have opted-in to receive CEMs.
J. Children
We do not knowingly collect personal data online from or market online to children under the age of 13.
K. Information Security
THE ALLIANCE implements commercially reasonable security measures to help protect against unauthorized access to or unauthorized alteration, disclosure, or destruction of data. Except for Directory Lists and the sharing of information as set forth in this Privacy Policy, we restrict access to personal information to certain companies who may need to know that information in order to operate, develop, or improve our services. These individuals or partner organizations are bound by confidentiality obligations and may be subject to discipline, including termination and criminal prosecution, if they fail to meet these obligations.
Unfortunately, no data transmission over the Internet can be guaranteed to be 100% secure. Accordingly, and despite our efforts, THE ALLIANCE cannot guarantee or warrant the security of any information you transmit to us, or to or from our online products or services. If you have questions about this Privacy Policy, please contact info@securityadvisoralliance.org.
L. User ID and Password
Certain areas of the Sites may require the use of a user ID, email address, or password as an additional security measure that helps protect your information. To help you protect your privacy, THE ALLIANCE Sites have tools to help you log in and log out.
M. Linking to Other Internet Sites
You should be aware that other Internet sites that are linked from the Sites or from an THE ALLIANCE email message may contain privacy provisions that differ from the provisions of this Privacy Policy. To ensure your privacy is protected, we recommend that you review the privacy statements of these other linked sites, applications, or other digital platforms.
N. How You Can Access and Change Information
If you are a registered user of the Sites, subscriber to the ALLIANCE publications, purchaser of the ALLIANCE products and services, or an ALLIANCE Member, you may review and update/correct your information by contacting info@securityadvisoralliance.org.